GUARANTEE



 








Exhibit 4(j)




To: Lihir Gold Pty Limited (the “Company”)




22 May 1995




GUARANTEE

of the Financial Obligations of

Lihir Management Company Pty Limited

under a Management Agreement

dated 17 March 1995




1. In consideration of the Company entering into the Management Agreement, by
this Guarantee, RTZ WESTERN HOLDINGS LIMITED, of 6 St. James’s Square, London
SW1Y 4LD (the “Guarantor”) unconditionally and irrevocably guarantees to the
Company the payment of the Guaranteed Sums and unconditionally and irrevocably
undertakes to the Company that, subject as provided below, if for any reason
Lihir Management Company Pty Limited, a company incorporated in Papua New Guinea
which is the Manager under the Management Agreement (the “Manager”) fails to pay
any Guaranteed Sums to the Company, the Guarantor shall pay such Guaranteed Sums
upon demand made by the Company.



2. The Guarantor shall be deemed to be liable for the Guaranteed Sums as sole or
principal debtor and not merely as surety.



3. The liabilities and obligations of the Guarantor under this Guarantee shall
remain in force notwithstanding any act, omission, neglect, event or matter
whatsoever, except the proper and valid payment of all the Guaranteed Sums; and
without prejudice to its generality, the foregoing shall apply in relation to
anything which would have discharged the Guarantor (wholly or in part) or which
would have afforded the Guarantor any legal or equitable defence, and in
relation to any winding up or dissolution of, or any change in constitution or
corporate identity or loss of corporate identity by the Manager.



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4. Any discharge or release of the Guarantor, and any composition or arrangement
which the Guarantor may effect with the Company, shall be deemed to be made
subject to the condition that it will be void if any payment or security which
the Company may previously have received or may thereafter receive from any
person in respect of the Guaranteed Sums is set aside under any applicable law
or proves to have been for any reason invalid.



5. Without prejudice to the generality of paragraphs 2 and 3, none of the
liabilities or obligations of the Guarantor under this Guarantee shall be
impaired by the Company:




	 	(a)	 	agreeing with the Manager any amendment of or addition to the
Management Agreement provided that in the case of any
amendment or addition which could involve a substantial or
material increase in the responsibilities or liabilities of
the Manager the prior written consent of the Guarantor shall
first have been obtained; or
	 
	 	(b)	 	releasing or granting any time or any indulgence or waiver
whatsoever to the Manager or the Guarantor.





6. As a separate, additional and continuing obligation, the Guarantor
unconditionally and irrevocably undertakes with the Company that, should the
Guaranteed Sums not be recoverable from the Guarantor under paragraph 1 for any
reason whatsoever, then the Guarantor will, as a sole, original and independent
obligor, make payment of the Guaranteed Sums by way of a full indemnity.



7. The Guarantor undertakes that it will not withdraw this Guarantee while the
Manager has any financial liability to the Company under the Management
Agreement in respect of acts or omissions of the Manager.



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8. Until all Guaranteed Sums which may be or become payable to the Company in
respect of acts or omissions of the Manager while it is a subsidiary of the
Guarantor have been irrevocably paid in full, the Guarantor shall not, after a
claim has been made pursuant to this Guarantee:




	 	(a)	 	be subrogated to any rights, security or moneys held, received
or receivable by the Company or be entitled to any right of
contribution or indemnity in respect of any payment made or
moneys received on account of the Manager’s liability under
the Management Agreement;
	 
	 	(b)	 	be entitled to or claim to rank as creditor against the estate
or in the insolvency, administration, winding-up, bankruptcy
or liquidation of the Manager in competition with the Company;
or
	 
	 	(c)	 	be entitled to receive, claim or have the benefit of any
payment, distribution or security from or on account of the
Manager or exercise any right of set-off as against the
Manager.





9. The Guarantor represents and warrants to the Company that:




	 	(a)	 	the Guarantor has not executed this Guarantee by reason of any
promise, representation, statement or information of any kind
given or offered to the Guarantor by or on behalf of the
Company whether in answer to any enquiry by or on behalf of
the Guarantor or not;
	 
	 	(b)	 	the Guarantor has relied on the Guarantor’s own investigations
and enquiries regarding the nature of the transactions between
the Company and the Manager.
	 
	 	(c)	 	the Guarantor has not executed this document as the result of
or in reliance on any person granting or agreeing to grant a
guarantee, indemnity or security in favour of the Company in
respect of the Guaranteed Sums;




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	 	(d)	 	the Guarantor’s obligations under this Guarantee are valid and
binding on it and are enforceable against it in accordance
with its terms except as enforcement may be limited by
bankruptcy, insolvency or other similar laws affecting the
enforcement of creditors’ rights generally, and subject to
general principles of equity and the operation of any
limitation acts;
	 
	 	(e)	 	the Guarantor’s obligations under this Guarantee rank at least
pari passu with all its other unsecured and unsubordinated
obligations other than those obligations preferred by law;
	 
	 	(f)	 	the Guarantor has the corporate power to enter into and
perform this Guarantee and it has taken all necessary
corporate action to execute, deliver and perform this
Guarantee;
	 
	 	(g)	 	the Guarantor’s consolidated accounts for the year ended 31
December 1994 present a true and fair view of its and its
subsidiaries consolidated financial position as at 31 December
1994 and the results of operations during the accounting
period ended on 31 December 1994;
	 
	 	(h)	 	there has been no material adverse change in the financial
position of the Guarantor since 31 December 1994; and
	 
	 	(i)	 	no litigation, arbitration or administrative proceedings for
which process has been served on it or any of its subsidiaries
are current and, so far as it is aware, no litigation,
arbitration or administrative proceedings involving it or any
of its subsidiaries are pending or threatened in writing which
(in the case of both actual and pending or threatened
litigation, arbitration or administrative proceedings) are
reasonably likely to be determined adversely to it or to such
subsidiary and which, if so adversely determined, would have a
material adverse effect on the ability of the Guarantor to
perform its obligations under this Guarantee.





10. The making of one or more demands under this Guarantee or the payment or
settlement of any demand by the Guarantor at any time shall not preclude or
restrict the



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Company from making further or other demands under the Guarantee but this shall
be without prejudice to any right of the Guarantor to dispute liability.



11. This Guarantee will not apply to acts or omissions of the Manager occurring
after:




	 	(a)	 	the date on which the Guarantor notifies the Company that the
Manager has ceased to be a subsidiary of the Guarantor; and
	 
	 	(b)	 	the Guarantor has procured a replacement guarantee
substantially in the form of this Guarantee from another
guarantor acceptable to the Company, such acceptance not be
unreasonably withheld.





12. The Guarantor undertakes that, until six months after the Commencement of
Commercial Production (as defined in the Mining Development Contract between the
Independent State of Papua New Guinea and the Company relating to the Lihir
Project):




	 	(a)	 	
a corporation directly or indirectly controlled by the
Guarantor or by the Guarantor’s ultimate holding company will
hold not less than 20% of the issued shares of the Company;
and
	 
	 	(b)	 	the Manager will remain a wholly owned subsidiary of the
Guarantor or of the Guarantor’s ultimate holding company.




     For the purpose of this clause, an entity is controlled by a company if
the company has the power directly or indirectly through its subsidiaries to
direct or cause the direction of the management and policies of that entity
through the holding (other than in a fiduciary capacity) or control pursuant to
contract of a majority of the voting rights in that entity, or the right to
appoint and remove a majority of the board of directors or the members of any
other primary management body of that entity.



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13. Any notice or demand or other communication given under this Guarantee shall
be in writing addressed to the recipient(s) at its address(es) stated above in
this Guarantee or in the Management Agreement, or to such other address as the
recipient may have notified to the other parties in writing.



     Any such notice, demand or other communication may be delivered
personally or by first class airmail pre-paid post or facsimile transmission.
Proof of posting or despatch shall be deemed to be proof of receipt:




	 	(a)	 	in the case of a letter sent by airmail, 120 hours after
posting;
	 
	 	(b)	 	in the case of personal delivery, at the time of delivery; and
	 
	 	(c)	 	in the case of facsimile transmission, on the business day
immediately following the date of despatch.





14. This Guarantee shall be governed by and construed in accordance with the
laws of England.



15. In this Guarantee:




	 	(a)	 	“Guaranteed Sums” means amounts representing the financial
liability of the Manager to the Company under the Management
Agreement which









	 	(i)	 	are either agreed in writing by the Management
Company to be payable by it to the Company or
established as being payable to the Company by the
Management Company in arbitration proceedings carried
out in accordance with the terms of the Management
Agreement or in a judgment of a competent court and


	 	(ii)	 	have not been paid to the Company within 30 days
following the date upon which the Management Company
agreed to make payment or, as the case may be, the
date for payment specified in






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	 	 	 	the arbitration award or court judgment and
“Guaranteed Sums” include reference to any part of
such amounts; 





	 	(b)	 	“Management Agreement” means the agreement dated 17 March 1995
between the Manager and the Company; and
	 
	 	(c)	 	“subsidiary” and “holding company” each bears the meaning
assigned to it by Clause 736 of the Companies Act 1985 of
Great Britain.





	 	 	 	 	 	 	 
	THE
COMMON SEAL of RTZ 
WESTERN
HOLDINGS LIMITED was hereunto 
affixed in the presence of :
	 	 	)
)
)	 	 	
[SEAL]







	 	 	 
	 	/s/ M. M. Freeman [?]

	 	 	          Director

	 	/s/

	 	 	


	 	 	     Director/Secretary








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